IX Acquisition (IXAQ) - 2024 Q2 - Quarterly Report

IPO and Fundraising - The company completed its Initial Public Offering on October 12, 2021, raising total gross proceeds of $230 million from the sale of 23 million units at$10.00 per unit[136]. - Following the IPO, $231.15 million from net proceeds was placed in a Trust Account, initially invested in Treasury obligations and later moved to an interest-bearing demand deposit account[137]. - The underwriters fully exercised their overallotment option to purchase an additional 3,000,000 Units at an offering price of$10.00 per Unit, generating additional gross proceeds of $30,000,000[180]. - The cash underwriting discount paid to underwriters in the Initial Public Offering amounted to$4,000,000, with additional deferred commissions totaling $12,100,000[182]. - The company agreed to a fee reduction, forfeiting 66.94$8,100,000, contingent on the business combination valuation[183]. Business Combination and Mergers - On March 29, 2024, the company entered into a Merger Agreement to acquire AERKOMM Inc., transitioning from a Cayman Islands company to a Delaware corporation[138]. - The company secured a PIPE Investment of $35 million at$11.50 per share, with AERKOMM aiming for a minimum PIPE Investment of $45 million[139]. - The company has had substantive discussions with potential business combination targets but has not yet selected one[135]. - The company plans to utilize cash from its IPO and private placements to fund the initial business combination[135]. - The company extended its business combination deadline multiple times, with the latest extension moving the deadline to December 12, 2023[154]. - The board approved the Second Extension Amendment, allowing the company to extend the business combination deadline up to ten times until October 12, 2024, with a monthly contribution of$50,000 from the sponsor[155][162]. - The company has incurred significant costs related to acquisition plans and faces uncertainty regarding the consummation of a business combination by October 12, 2024, which could lead to mandatory liquidation[177]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of approximately $1.3 million, including$730,000 in operating expenses and a loss of $932,000 from changes in fair value of warrant liability[168]. - For the six months ended June 30, 2024, the net loss was approximately$2.0 million, with $1.6 million in operating expenses and$1.1 million from changes in fair value of derivative warrant liability[169]. - For the six months ended June 30, 2023, the company reported a net income of approximately $3.1 million, driven by$3.5 million in income from investments held in the Trust Account[170]. - As of June 30, 2024, the company had approximately $32.4 million in cash held in the Trust Account, intended for the initial business combination[176]. - The company had a working capital deficit of approximately$5.0 million as of June 30, 2024[174]. Shareholder Activity - During the 2023 extraordinary meeting, shareholders redeemed 18,336,279 Class A ordinary shares for approximately $189 million, leaving about$48 million in the Trust Account[146]. - Holders of 1,817,650 public shares redeemed shares for approximately $19.99 million at a redemption price of about$11.00 per share[156][162]. - The sponsor agreed to deposit $160,000 into the Trust Account for each month of extension, totaling$1.12 million across seven extensions[147][154]. - The company has 23,000,000 Class A ordinary shares subject to possible redemption, which are classified outside of permanent equity due to redemption features[186]. Regulatory and Compliance - The company received a Total Shareholders Notice from Nasdaq for not meeting the Minimum Total Holders Rule, but was granted continued listing after a hearing[166][167]. - As of June 30, 2024, the company reported no off-balance sheet arrangements[185]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[192]. Accounting and Financial Reporting - The company evaluates its financial instruments to determine if they qualify as derivatives, with changes in fair value reported in the statements of operations[188]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which the company does not expect to materially impact its financial statements[191]. - As of June 30, 2024, the outstanding principal under the Amended and Restated Extension Promissory Note was $3,103,268[163].